KAVX / Kyros Hydrogen Solutions GmbH
General Conditions of Commercial Sales for Standard Solutions§1

Scope of application

1.

KAVX: Kyros Hydrogen Solutions GmbH is a company specialized in the field of hydrogen. It
focuses on the development and manufacture of technical equipment in the production and useof hydrogen such as inter alia electrolysis systems. Kyros Hydrogen Solutions GmbH, being
part of the Kyocera AVX Group, is hereinafter also referred to as "KAVX".

2.

Inclusion of General Conditions of Sale: All deliveries, any and all services and all offers ofstandard solutions and products are exclusively based on these General Conditions of Sale.
These are part of all contracts, which KAVX concludes with its contractual partners (hereinafteralso "Customer") about the deliveries or services offered by KAVX. Unless otherwise agreed,
the GTC, in the version valid at the time of the Customer's order or in any case in the lastversion communicated to him in text form, apply as framework agreement to similar futurecontracts without KAVX having to refer to them again in each individual case.

3.

Definition: "Standard Solutions" or “Products” are all standard solutions, products, parts,
spare parts and components, as well as services, specified in the purchase order which areintended for use by the Customer or its customers and sold under these General Conditions ofSale by KAVX to Customer. Software supplied by KAVX is considered part of the Standard
Solutions or Products.

4.

Exclusion of Customer’s GTC: Terms and conditions of the Customer or third parties do not
apply, even if KAVX does not separately object to their validity in individual cases. Even if KAVX
refers to a letter, which contains or refers to terms and conditions of the Customer or of a third
party, this does not imply any agreement with the validity of those terms and conditions.

5.

Statutory Provisions: References to the application of statutory provisions have only clarifying
meaning. Even without such a clarification, the statutory provisions shall therefore apply, unlessthese GTC do not directly amend or expressly exclude them.

§2

Offer and conclusion of contract

1.

Offer and acceptance: All offers of KAVX are non-binding and non-committal, unless they are
expressly marked as binding. Orders of the Customer are considered as a binding contract
offer. If nothing else results from the order, KAVX can accept this contract offer within thirty (30)days after receipt. The acceptance can be declared either in writing (e.g. by order confirmation)or by delivery of the Standard Solution to the Customer.

2.

Content of contract/Documents: The legal relationship between KAVX and the Customer shallbe governed solely by the written contract including the order documents consisting of the
Customer's offer as confirmed by KAVX's through order confirmation or delivery and the
documents referred to therein, including the technical specifications (hereinafter “Technical
Specifications”) and these GTC. It fully reflects all agreements between KAVX and theCustomer on the subject matter of the contract. Individual agreements made with the Customer
1

in particular cases (including supplementary agreements, additions and changes) have in any
case priority over these GTC. A written contract or the written confirmation of KAVX is decisive
for the content of such agreements, subject to proof to the contrary.
3.

Documentation: KAVX will provide Customer with the documentation specified in the Technical
Specification.

4.

Description of quality: Information provided by KAVX regarding the object of delivery or service(e.g. weights, dimensions, utility values, robustness, tolerances and technical data) as well as
depictions thereof (e.g. drawings and illustrations) are only approximately authoritative, unlessthe usability for the contractually intended purpose requires exact conformity. They are no
guaranteed characteristics of quality, but descriptions or identifications of the delivery orservice. Deviations customary in the trade and deviations, which are due to statutory provisions
or represent technical improvements as well as the replacement of components by equivalentparts are permissible, provided they do not impair the usability for the contractually intended
purpose.

§3

Change request

1.

Change request: The Customer may request changes to the content and scope of the deliveries
and/or services. This also applies to parts already provided and delivered.

2.

Evaluation: KAVX will determine the time delays and the additional expenditure resulting fromthe desired changes and the Parties will agree on a corresponding adjustment of the contract.
If the Parties do not reach an agreement, KAVX shall be entitled to reject the request for
modification. KAVX shall also be entitled to reject the request for modification if it is technicallynot feasible or can only be implemented with disproportionate effort on the part of KAVX or if
there is any other important reason.

3.

Supplementary agreement: All changes to deliveries and/or services must be regulated in a
written supplementary agreement before the start of the execution, in which the additional
remuneration and any changes to the time schedule must be recorded.

§4

Prices and payment

1.

Prices: The prices are valid for the scope of deliveries and services listed in the orderconfirmation (“Price”). Additional or special services will be charged separately.

2.

Invoicing and due dates: Invoices shall be issued by KAVX at the point in time stated in theorder confirmation or after delivery. Invoiced amounts shall be paid within (14) fourteen days
from receipt of invoice without any deduction to the bank account named by KAVX, unlessotherwise agreed in writing. If the Customer fails to pay when due, the outstanding amounts
shall bear interest at the respective applicable default interest rate during the period of default;
the right to assert further damages caused by default is reserved.

3.

Set-off: The offsetting with counterclaims of the Customer or the retention of payments due tosuch claims is only permitted if the counterclaims are undisputed or have been legally
established. In case of defects of the Standard Solutions, the counter rights of the Customer
remain unaffected, especially according to § 9 No. 5 of these GTC.

4.

Prepayment: KAVX is entitled to execute or render outstanding deliveries or services only
against prepayment or provision of security, if, after conclusion of the contract circumstances
become known to it, which are suitable to substantially reduce the creditworthiness of the
Customer and by which the payment by the Customer of the outstanding claims of KAVX fromthe sales contract is endangered.
2§5Dates and Delivery

1.

Reservation of Self-Supply: All dates are subject to timely self-supply.

2.

Delivery dates: Deadlines and dates for deliveries and services indicated by KAVX, in particular
the delivery dates automatically generated by the KAVX ordering system, shall always beapproximate unless a fixed deadline or date has been expressly promised or agreed.

3.

Date postponement/Grace Period: KAVX can demand – without prejudice to its rights fromdefault of the Customer – from the Customer an extension of delivery and performance
periods, or a postponement of delivery and performance dates, by the period in which theCustomer does not fulfil his contractual obligations towards KAVX. In case the Standard
Solutions cannot be delivered in time, the Parties agree on a grace period of four (4) weeks(“Grace Period”). Nevertheless, the Parties shall make every effort in good faith to avoid and,if necessary, limit any delays.

4.

INCOTERMS: Unless otherwise agreed, deliveries are made for FCA premises of KAVX(INCOTERMS 2020), which is also the place of performance for deliveries and any subsequent
performance. The Customer is obliged to organize for the transportation with due regard to thespecial requirements of the Products and their nature. The persons employed by both Parties(e.g. vicarious agents, people of the carrier) are entitled to assist in unloading. The Customer
shall provide KAVX with an export certificate and all necessary additional information (including
a Certificate of Arrival - Gelangensbestätigung), required by KAVX to obtain a VAT exemption
and to comply with its applicable reporting obligations to the authorities. If KAVX handles
customs formalities on behalf of the Customer, KAVX shall invoice the Customer for thecorresponding costs.

5.

Force majeure: KAVX is not liable for impossibility of delivery or for delays in delivery, as far asthese are caused by force majeure or other events not foreseeable at the time of conclusion of
the contract and for which KAVX is not responsible for (e.g. war, operational disturbances of all
kinds, difficulties in the procurement of material or energy, transport delays, strikes, lawful
lockouts, lack of workers, energy or raw materials, difficulties in the procurement of necessary
official permits, official measures or the missing, incorrect or not punctual delivery by suppliers,
cyber-attacks and IT malware). If such events make the delivery or performance substantiallymore difficult or impossible for KAVX and the hindrance is not only of temporary duration, KAVX
is entitled to revoke the contract. In case of hindrances of temporary duration, the delivery orservice periods are extended or the delivery or service dates are postponed, by the period of
the hindrance plus an appropriate start-up period. If the Customer cannot be expected to accept
the delivery or service due to the delay, he may revoke the contract by immediate written
declaration to KAVX.

6.

Material Shortage: Shortages, or full unavailability of raw materials or components, which arecaused by any circumstances or occurrences beyond Supplier’s reasonable control shall bedeemed as Force Majeure Event. If such circumstances occur during the term of any Individual
Supply Contract, the Parties will discuss in good faith the consequences and agree on an
appropriate adjustment of delivery schedules and prices, as applicable, with due regard to theinterests of both Parties and the circumstances at hand. KAVX undertakes to inform Customer
as soon as it anticipates to face such a shortage so that the Parties can agree on possible
mitigation measures such as e.g. on extended raw material authorizations.

7.

Delay: If and under consideration of the Grace Period, KAVX is in delay with a delivery orservice, KAVX shall pay to Customer a contractual penalty of 0.25% of the purchase price (§ 4)
for each completed week of delay (hereinafter referred to as "Contractual Penalty"), as lumpsum damages for delay, but in total not more than 2.5 % of the purchase price. Further claims
due to delays are excluded.
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§6

Commissioning of the Standard Solutions

1.

Commissioning at Customer’s site: Commissioning of the Standard Solutions after delivery at
Customer’s site respectively the commissioning site contractually agreed upon shall be carriedout by KAVX after unloading and connection of the interfaces (including water, electricity etc.)
by KAVX as set out in the Technical Specifications (“Commissioning”). In case theCommissioning requires more than one week and the reason for such longer time period is notin KAVX’ responsibility, the additional working hours of KAVX shall be remunerated according
to the current hourly rates of KAVX.

2.

Failure of Commissioning due to Customer’s fault: In case the Commissioning fails or is notpossible due to Customer’s fault (including, but not limited to failure to comply with therequirements of § 7), KAVX shall be released of its obligation of Commissioning and the final
instalment of the purchase price shall become due.

3.

Commissioning Protocol: The Parties will document the completion of the Commissioning in a
Final Acceptance Protocol signed by the Parties.

§7

Customer's obligation to cooperate, provision of materials and consequences of breach1.

Cooperation: The Customer is aware that KAVX’s performance under the contract needs thecooperation of the Customer. For this, Customer shall make available to KAVX all informationand documents required for the performance of KAVX under the contract in due time and shallperform all obligations of cooperation incumbent upon it without undue delay. In particular,
Customer undertakes to check in time the operator obligations for the Standard Solution andits commissioning in the contractually foreseen country of operation and ensure that Customer
complies with the applicable statutory requirements.

2.

Specific Obligations regarding the Environment and Interfaces: Customer will at its own
responsibility ensure that the specific conditions and requirements set out in the Technical
Specifications regarding the environment and the interfaces between the Standard Solutions
and other systems and equipment connected to it are met at the latest upon delivery andCommissioning of the Standard Solutions and that these requirements comply with the legal
requirements in the country of installation. The requirements concern inter alia, as applicable:
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The load-bearing capacities of the foundations;
The frost-proof water supply line;
The frost-proof service/waste water pipe;
The grounding;
The lightning protection;
The fire protection and safety distances;
The access roads;
The Hydrogen outlet on container;
A crane (incl. crane operator);
Construction, chaulking and plastering works;
The unloading and in-house transport and alignment of the components at the
installation site;
The provision of forklift trucks, lifting equipment, assembly scaffolding, ladders andlifting platforms;
The provision of compressed air, tap water, nitrogen and/or any other required
substances
The electrical power supply;
The provision of electrical power supply of the switch cabinets and loop impedance4

•measurement;
The provision of electrical power interfaces/connections (The electrical power interface
is regularly the terminal point in the control cabinet of the respective Product. The
connection cable supplied by the Customer must be connected here.).

The connection of the Standard Solutions to the electrical power supply, the water supply andthe water disposal system and other connections are carried out by the Customer according to
the KAVX instructions. Service water can be fed to the sewer system.
3.

Delays following from non-compliance: If the Customer does not comply with his obligations tocooperate, KAVX shall not be liable for any delays resulting therefrom.

4.

Commissioning in case of non-compliance with Specific Obligations regarding the Environment
and Interfaces upon request of Customer: In case Customer insists on the Commissioning of
the Standard Solutions despite requirements, regarding environment and interfaces, are not
met and subject to the Commissioning still being technically possible and no danger for life andhealth is expected by KAVX, KAVX shall perform such Commissioning. However, in that
scenario KAVX shall not be liable for any claim, loss or damage resulting from the failure tocomply with the requirements regarding environment and interfaces. Customer will indemnify
and hold harmless KAVX from any third-party claims in this regard.

§8

Subcontractor
KAVX is entitled to engage third parties (subcontractors) at any time to provide the contractuallyagreed service.

§9

Warranty, material defects

1.

Material defects and defects of title: For the rights of the Customer in case of material defects
and defects of title the statutory provisions apply, as far as nothing else is determined in these
GTC.

2.

Warranty Scope, Technical Specifications: Decisive for the quality and the scope of the Standard
Solution are the Technical Specifications of KAVX. References to technical standards shall bedeemed to be a performance description and shall not constitute a guarantee of quality.
Tolerances customary in the industry shall apply. KAVX warrants that the Products comply with
the Technical Specifications and are free from defects in material and workmanship. These
warranties are exclusive and in lieu of any other warranties, whether express or implied.

3.

Definition of defect: There shall be no defect in the event of only insignificant deviation from theagreed quality, only insignificant impairment of usability, natural wear and tear or damage that
occurs after the transfer of risk as a result of incorrect or negligent handling, excessive strain,
unsuitable operating materials unsuitable underground (foundation), as a result of failure of the
Customer to comply with the requirements of § 7 No. 2 “Specific Obligations regarding theEnvironment and Interfaces” or due to special external influences that are not provided forunder the contract, as well as non-reproducible software errors. If improper modifications orrepair work are carried out by the Customer or by third parties, there shall be no claims fordefects against KAVX.

4.

Knowledge of the defect/ obligation to give notice of defects: KAVX is not liable for defects,
which the Customer knows at the time when the contract is entered into or when signing the
Final Acceptance Protocol except for those reserved in the Final Trial Protocol, or which hedoes not know due to gross negligence (§ 442 BGB). With regard to other defects the Standard
Solution is considered to be approved by the Customer if KAVX does not receive the complaintof defects within seven working days after the point of time in which the defect became
apparent. However, if the defect was already apparent under normal use at an earlier point of5

time, this earlier point of time is decisive for the beginning of the complaint period. Upon choiceof KAVX, the rejected Standard Solution shall either be sent back to KAVX or repaired or
replaced by KAVX at the place of performance pursuant to § 5 No. 4. In case of a justifiedcomplaint of defect, KAVX will refund the costs of the cheapest way of dispatch; this does not
apply if the costs increase because the Standard Solution is located at another place than theplace of the intended use.
5.

Repair or replacement: In case of material defects of the delivered Standard Solution, KAVX isentitled and obliged to choose, within a reasonable period of time, first between cure or
replacement. In case of failure, i.e. impossibility, unreasonableness, refusal or unreasonable
delay of the cure or of the replacement delivery, the Customer can revoke the contract or reduce
the purchase price appropriately.

6.

Maintenance and Repair within the Warranty Period: During the warranty period, any
maintenance and repair work regarding the Standard Solutions shall be carried out by KAVX.
The Parties will enter into a separate maintenance agreement.

7.

Right of retention: KAVX is entitled to make the cure owed dependent on the payment by the
Customer of the due price according to § 4 of these GTC. However, the Customer is entitled toretain a part of the due price that is reasonable in relation to the defect.

8.

Possibility of examination: The Customer must give KAVX the time and opportunity necessary
for the supplementary performance owed, in particular to hand over the Standard Solution
complained about for inspection purposes. In case of a replacement delivery, the Customer
must return the defective item to KAVX.

9.

Expenses: KAVX shall bear or reimburse the expenses necessary for the purpose of testing andsubsequent performance, in particular transport, travel, labor and material costs, in accordancewith the statutory provisions if a defect actually exists. Otherwise, KAVX can demand
reimbursement from the Customer for the costs incurred as a result of the unjustified demand forthe removal of defects (in particular testing and transport costs), if the lack of defect was apparent
to the Customer.

10.

Limitation of removal/installation expenses: The supplementary performance does neither include
the removal of the defective item nor the reinstallation or the reimbursement of the expenses
arising therefrom, if KAVX was originally not obliged to install the item.

11.

Prevention of danger: In urgent cases, e.g. in case of danger to the operational safety or toprevent disproportionate damages, the Customer has the right to remedy the defect himself
and to demand compensation from KAVX for the objectively necessary expenses. KAVX has
to be informed immediately, if possible in advance, about such a self-remedy. The right of selfremedy does not exist, if KAVX would be entitled to refuse a corresponding supplementary
performance according to these GTC or the statutory provisions.

12.

Defects of other manufacturers: In case of defects of components of other manufacturers,
which KAVX is not able to eliminate for reasons of licensing law or factual reasons, KAVX will,at its choice, either assert its warranty claims against the manufacturers and suppliers for theaccount of the Customer or assign them to the Customer. Warranty claims against KAVX exist
for such defects only if the legal enforcement of the above mentioned claims against the
manufacturer and supplier was unsuccessful or, for example due to insolvency, is hopeless.
For the duration of the legal dispute the limitation of the Customer's warranty claims against
KAVX is inhibited.

13.

Modification of the Standard Solution: The warranty is void if the Customer changes theStandard Solution or lets them be changed by a third party without the agreement of KAVX andthe removal of the defect is impossible or unreasonably complicated as a consequence of thischange. In any case, the Customer has to bear the additional costs of the removal of defects
6resulting from the change.
14.

Final provisions on warranty: Any further or other claims of Customer against KAVX and its
vicarious agents or assistants due to a material defect than those regulated in this § 9 shall be
excluded. Limitations and exclusions of liability under this § 9 shall not apply to the extent thatliability is mandatory under applicable law, such as under the Product Liability Act (§ 14
ProdHaftG) or in cases of intent (§§ 202 para. 1, 276 para. 3 BGB).

§ 10 Intellectual property rights
1.

Definition: "Intellectual property rights" are industrial property rights, in particular patents, utility
models, designs, trademarks and corporate signs (whether registered or not, as well as
applications for the aforementioned property rights), as well as copyrights, know-how, trade
secrets and rights of the same kind throughout the world.

2.

Property of KAVX: All intellectual property rights regarding the Standard Solutions shall remain
the property of KAVX.

§ 11 Liability for damages due to fault
1.

Supplement by law: Unless otherwise stated in these GTC, KAVX is liable for a violation ofcontractual and non-contractual obligations according to the statutory provisions.

2.

Liability for direct damages: KAVX shall be liable for all damages directly caused to the legal
assets of Customer in the execution of this contract. KAVX shall not be liable - also during thewarranty period - for indirect or consequential damages, for loss of profit, loss of production,
loss of use or loss of business, loss of business opportunities or other lost opportunities andcosts of replacement of equipment.

3.

Liability for Fault: KAVX is liable for damages - for whatever legal reason - within the scope ofthe liability for fault in case of intent and gross negligence.

4.

Maximum Liability Limit: The liability of Kyros for all claims arising from or in connection withthe sale of a specific Product shall be limited to a total of 100% of the purchase price agreed
for that specific Product. The limitations and exclusions of liability according to this section shallnot apply if liability is mandatory according to applicable internationally mandatory law.

5.

Persons employed by KAVX: The limitations of liability resulting from this § 11 are also valid forthird parties as well as for breaches of duty by persons (also in their favour), whose fault KAVX
is responsible for according to statutory provisions.

6.

No limitation of liability: The limitations and exclusions of liability according to this section 11
shall not apply if liability is mandatory according to applicable internationally mandatory law.
They shall not apply if a defect has been fraudulently concealed or a guarantee for the conditionof the Standard Solution has been assumed and for claims pursuant to applicable mandatory
product liability legislation.

§ 12 Limitation of actions
1.

General limitation period: The general limitation period for claims arising from material defects
and defects of title is one year from delivery. If acceptance has been agreed, the limitation
period shall commence upon acceptance. Any mandatory statutory special regulations on thestatute of limitations shall remain unaffected.

2.

Claims for damages: The aforementioned limitation periods of the law of sale shall also apply
7

to contractual and non-contractual claims for damages of the Customer which are based on adefect of the Standard Solution, unless the application of the regular statutory limitation period(§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases.

§ 13 Retention of title
The delivered Products remain property of KAVX until complete payment is made by the
Customer. The Customer keeps the property of KAVX free of charge.
§ 14 Secrecy
1.

Definition: The Parties are obliged to treat as confidential all information of a technical andcommercial nature, as well as their intentions, experience, knowledge, designs and documents,
which they receive from the other Party - whether directly or indirectly - in connection with any
contract under these GTC ("Confidential Information") and to use such information
exclusively for the purposes of such contract. All Confidential Information shall at the same time
also be considered a trade secret within the meaning of the German Trade Secret Act of April
19, 2019. The obligation of confidentiality shall in particular include neither passing on theinformation to third parties nor making it available to third parties.

2.

No secrecy: The secrecy obligations of this § 14 do not apply to information thata)are already known to the public at the time of their disclosure or become known thereafter
without either Party being responsible for their being known or becoming known;b)were already known to the receiving Party at the time of disclosure by the providing Party
without breach of confidentiality; orc)the receiving Party is subsequently notified or otherwise made known to the receiving
Party by a third party, without such notification or disclosure by the third party being inbreach of any provision of law, these GTC or any other agreement entered into between
the Parties or between a Party and the third party.

3.

Duration: This obligation of confidentiality shall continue to apply until two years after thetermination of a contract based on these GTC or its full implementation.

4.

Non-Disclosure Agreement: If the Parties have entered into a non-disclosure agreement or any
other confidentiality agreement ("Non-Disclosure Agreement"), the provisions of the NonDisclosure Agreement shall take precedence over the confidentiality provisions of these GTC,
provided that they provide more extensive protection for the confidential information of a Party.

§ 15 Effects of COVID-19 (Coronavirus)
1.

Exclusion of Corona Risk: The Parties acknowledge that they enter into purchase contracts
under these GTC during a worldwide COVID-19 pandemic. Each Party confirms vis-à-vis theother Party, that it has applied best efforts to adjust its business operations (e.g. productionlines, production output, logistics, supply etc.) to comply with the COVID-19 pandemic
restrictions set up by the relevant public authorities and in force at the time of signing apurchase contract, as far as these restrictions could reasonably already be implemented by
the respective Party. While both Parties have experienced various restrictions applied by theauthorities in the past starting with the official declaration of the COVID-19 pandemic, thefurther development of this pandemic (including possible mutations) and the ensuing serious
and fundamental restrictions to life and business in general and for supply chains and thebusiness covered by these GTC in particular ("Future CORONA Restrictions"), are still not
known, as the e.g. governmental restrictions are unpredictable and often change at short8

notice. As such, the Future CORONA Restrictions cannot reasonably be taken into account byeither Party. Because the scope and nature of such Future CORONA Restrictions after theeffective date of a purchase contract under these GTC cannot be reasonably determined, theParties jointly consider them to be not reasonably foreseeable or predictable at the time of theirentry into force. Because the Future CORONA Restrictions may lead to serious economic
consequences to either or both Parties, including production delays, non-delivery or delay ofdeliveries by subcontractors and service providers of KAVX ("CORONA Consequences"), theParties agree thata)the risk of such a Future CORONA Restriction is not attributed to either Party;b)such Future CORONA Restrictions are beyond the control of one of the Partiesc)the Parties will monitor Future CORONA Restrictions and inform each other adequately
and reasonably promptly about any CORONA Consequences;d)any CORONA Consequence preventing either part to perform its contractual obligations
is recognized as force majeure within the meaning of this purchase contract.

2.

Occurrence of CORONA Consequence: Upon occurrence of a CORONA Consequence, one
Party shall be entitled to demand from the other Party a reasonable adjustment of a purchase
contract under these GTC, which shall be assessed from the point of view of a reasonable
person acting with due regard to the circumstances and the nature and purpose of such apurchase contract. Such a request shall be made as soon as commercially feasible and shallset out the effects of the CORONA Consequence and the intended adjustment.

3.

Duty to negotiate: Each Party hereby declares its willingness to enter into serious negotiations
and to conduct these negotiations in accordance with the principles of good faith and fairdealing with the aim of reaching a speedy and economically reasonable solution for both
Parties.

§ 16 Miscellaneous
1.

Legally relevant declarations and notifications: Legally relevant declarations and notificationsof one Party to the other with regard to the contract (e.g. setting of a deadline, notification of
defects, withdrawal or reduction) must be made in writing. “Written” means a document or any
information transmitted in text form, including email or any digital data transmitted by means of
EDI or other systems. “EDI” means Electronic Data Interchange, i.e. the transmission of data
via electronic communication links between the Parties or other machine-readable data media.
Legal formal requirements and further evidence, especially in case of doubt about thelegitimacy of the person making the declaration, remain unaffected. The notification shall bemade to the registered office of the Party or to another address and/or contact person which
was notified at the relevant time in accordance with the respective purchase contract or which
was otherwise notified to the Party making the notification. A notice shall be deemed duly
received if it is (i) delivered in person or by courier to the address and contact person specified
in this § 16 No. 1 on a Business Day, or (ii) sent by prepaid mail with proof of delivery,
electronically or by fax, at 9:00 a.m. on the second Business Day after posting.
2. Applicable Law: If the Customer is domiciled in Germany, the substantive law of the Federal
Republic of Germany shall apply exclusively to the respective purchase contract under these
GTC and to all disputes, claims or legal disputes arising from or in connection with thisAgreement, including questions of its creation or validity. In the event of application of theGerman Civil Code (BGB), the validity of §§ 305-310 BGB is excluded. If the Customer isdomiciled outside of Germany, the purchase contract and all disputes, claims or legal disputes
arising out of or in connection with the respective purchase contract, including questions of its
creation or validity, shall be governed exclusively by the neutral legal rules available in 15
languages UNIDROIT Principles of International Commercial Contracts (2016 version)9

(https://www.unidroit.org/instruments/commercial-contracts/unidroit-principles-2016).
3. Arbitration proceedings: All disputes arising out of or in connection with the respective purchase
contract under these GTC, including disputes about its conclusion and/or validity, shall besettled exclusively by arbitration. Up to a claim value of EUR 500,000, the arbitration institution
shall appoint a sole arbitrator, unless the Parties jointly agree on a sole arbitrator. If the value ofthe claim exceeds EUR 500,000 during the arbitration proceedings (determined by final decisionof the sole arbitrator), the sole arbitrator shall become the chairman. In this case, the arbitralinstitution will give each Party the opportunity to appoint a co-arbitrator within a short period oftime. The place of arbitration shall be Hamburg, Germany. The language to be used in thearbitration proceedings shall be English, as KAVX is a subsidiary of the U.S. company
KYOCERA AVX Components Corporation. Documents can be submitted in German or English.
Arbitrators must be fluent in German and English. The chosen arbitration rules are (a) for
Customers with seat in Germany, the arbitration rules of the German Institution of Arbitration(DIS); (b) for Customers with seat outside Germany, the arbitration rules of the International
Chamber of Commerce (ICC), unless the Customer opts in writing at the time of contractconclusion for the applicability of the DIS arbitration rules (in case of a dispute more costeffective). Any arbitration pursuant to this provision shall be governed by the IPBA (“Inter-Pacific
Bar Association”) Guidelines on Privilege and Attorney Secrecy in International Arbitration
adoptedbythe
IPBA
Council
resolutionof13
October
2019(https://ipba.org/sites/main/media/fck/files/2020/IPBA%20Guidelines.pdf).
4. Severability Clause / Gaps: Insofar as the respective purchase contract or these GTC containloopholes, the legally effective regulations which the contractual partners would have agreed
upon in accordance with the economic objectives of the contract and the purpose of these GTC
if they had been aware of the loophole shall be deemed agreed upon to fill these loopholes.
Should individual provisions of the respective purchase contract or these GTC be declaredinvalid, in whole or in part, by a court or other competent authority, such provisions shall be
disregarded and the validity of the purchase contract in all other respects shall not be affected,
the remaining provisions shall remain valid and enforceable.
Neuhaus-Schierschnitz, July 1, 202210